The U.S. Securities and Exchange Commission has proposed two rule packages that would make it easier for companies to raise capital in registered offerings and would simplify the public company reporting regime. The offering proposal would broaden access to Form S-3, shelf and at-the-market offerings, and several communication and filing flexibilities now largely limited to well-known seasoned issuers, while the reporting proposal would recast filer categories around large accelerated and non-accelerated filers and extend scaled disclosure and other accommodations to approximately 81 percent of current public companies. On offerings, the SEC would remove Form S-3’s one-year seasoning and public-float transaction tests, allow more issuers to use shelf registration and certain research and communications safe harbors, expand incorporation by reference on Form S-1, and preempt state securities law registration and qualification requirements for all registered offerings. The package also proposes parallel changes for certain business development companies and registered closed-end funds, and would permit broad-based advertising for certain registered non-variable annuities. On reporting, the SEC would raise the large accelerated filer threshold to USD 2 billion from USD 700 million, require 60 consecutive calendar months of reporting before a company could become a large accelerated filer, classify all other companies as non-accelerated filers, exempt non-accelerated filers from auditor attestation of internal control over financial reporting, and give the smallest non-accelerated filers an extra 30 days for Form 10-K and five days for Form 10-Q filings. Comments on both proposals are due 60 days after publication in the Federal Register.
U.S. Securities & Exchange Commission2026-05-19
U.S. Securities and Exchange Commission proposes wider shelf offering access and scaled reporting relief for 81 percent of public companies
The U.S. Securities and Exchange Commission has proposed two rule packages to ease capital raising in registered offerings and simplify public company reporting. The offering proposal would expand access to Form S-3, shelf and at-the-market offerings, certain research and communications safe harbors, and preempt state securities law registration for all registered offerings, with parallel changes for some funds and annuities. The reporting proposal would raise the large accelerated filer threshold to USD 2 billion and reclassify other issuers as non-accelerated filers with exemptions from auditor attestation of internal control over financial reporting and extended Form 10-K and Form 10-Q deadlines.